Current Report Filing (8-k)
October 19 2020 - 01:27PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): September 9,
2020
CLEAN
ENERGY TECHNOLOGIES, INC.
(Exact
name of Company as specified in its charter)
|
Nevada |
|
000-55656 |
|
20-2675800 |
|
(State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
|
of
Incorporation) |
|
File
Number) |
|
Identification
Number) |
2990
Redhill Avenue
Costa
Mesa, CA 92626
(Address
of principal executive offices)
Phone:
(949) 273-4990
(Company’s
Telephone Number)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Company under
any of the following provisions:
|
[ ] |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425) |
| |
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| [ ] |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
| |
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| [ ] |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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|
| [ ] |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging
growth company [ ]
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.
[ ]
Securities
registered pursuant to Section 12(b) of the Act:
|
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
|
Common
Stock, par value $0.001 |
|
CETY |
|
OTCQB |
Item
1.01 Entry into a Definitive Material Agreement
On
October 14, 2020, Clean Energy Technologies, Inc. (the “Company”)
entered into a securities purchase agreement (the “Securities
Purchase Agreement”) with Firstfire Global Opportunities Fund LLC
(the “Investor”), pursuant to which the Company issued to the
Investor a convertible promissory note (the “Note”) in the original
principal amount of $168,000, a 2 year Warrant (the “Warrant”) to
purchase 1,500,000 shares of the Company’s common stock, par value
$.001 per share (the “Common Stock”) and one million two hundred
and fifty thousand (1,250,000) restricted shares of Common Stock
(“Inducement Shares”). The Note carried an original issue discount
of $8,000 with interest of 8% per annum payable at maturity. The
Note matures 10 months from the funding date and is convertible at
any time 180 days after the issue date into the Common Stock at a
conversion price equal to $0.02 per share, subject to adjustment.
The conversion of the Note is limited to 4.99% of the issued and
outstanding shares of the Common Stock which may be waived by
Investor to 9.99% upon 61 days prior notice to the Company. If an
event of default occurs, the conversion price changes to the lesser
of (a). $0.02 (two) cents or (b) a discount to market based upon
subsequent financing, or (c) 70% of either the lowest traded price
in the prior 10 trading days immediately preceding the date of
conversion. In the event that the Company issues a convertible note
on more favorable terms the terms of the Note will be revised to
reflect such terms. The Note has amortization payments of
$30,240.00 commencing March 13, 2021 and each 30 days thereafter
and may be prepaid at any time prior to maturity. The funds were
received on October 15, 2020.
The
Warrant has an exercise price of $0.04 per share, have a term of
two years, and may be exercised on a cashless basis. The exercise
price and number of shares subject to purchase under the Warrant
are subject to adjustment for certain corporate actions and
dilutive issuances during the term of the Note.
The
Company is required to reserve three times the number of shares of
its Common Stock issuable on full conversion of the Note and
Warrant (initially 35,000,000 shares).
The
foregoing descriptions of the terms of the Securities Purchase
Agreement, Note and Warrant does not purport to be complete and are
qualified in their entirety by reference to the full text of the
Securities Purchase Agreement, Note and Warrant attached hereto as
Exhibits 10.119, 10.120 and 10.121, respectively.
On
September 9, 2020 the Company entered into a Securities Purchase
Agreement with PowerUp Lending Group Ltd. (“PowerUp”) for the
purchase of a Convertible Promissory Note in the aggregate
principal amount of $63,000 (the “PowerUp Note”) carrying an
interest rate of 11% per annum and due on September 9, 2021. The
purchase price on the PowerUp Note was $63,000 with the Company
paying for expenses of $3,000.
The
PowerUp Note may be converted at any time after 180 days from the
issue date into shares of Company’s Common Stock at a price equal
to 65% of the lowest two day average closing bid price of the
Company’s Common Stock during the 15 consecutive Trading Days prior
to the date on which Holder elects to convert all or part of the
Power Up Note, subject to adjustment for certain penalties. The
PowerUp Note may be converted to up to a maximum of 4.99% of the
issued and outstanding Common Stock of the Company and permits the
Company to pre-pay its obligations at a premium prior to
maturity.
The
Company is required to reserve six times the number of shares of
its Common Stock issuable on full conversion of the Power Up Note
(initially 26,124,818 shares).
The
foregoing description of the terms of the foregoing transactions
does not purport to be complete and is qualified in its entirety by
the complete text of the documents attached as, respectively,
Exhibits 10.122 and 10.123 to this Current Report on Form
8-K.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation
Under an Off-Balance Sheet Arrangement of a
Registrant.
The
information set forth above in Item 1.01 is hereby incorporated by
reference into this Item 2.03.
Item
3.02. Unregistered Sale of Equity Securities.
The
information contained in Item 1.01 of this Current Report on Form
8-K is incorporated by reference into this Item 3.02. The
securities were offered and sold in a transaction exempt from
registration under the Securities Act of 1933, as amended, in
reliance on Section 4(a)(2) thereof.
Item
8.01 Other.
The
proceeds received by the Company from the Note issued to the
Investor will be used to pay off the Company’s obligations under a
$128,000 promissory note previously issued to Power Up Lending
Group, Ltd. and for general working capital purposes.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
|
Exhibit
No. |
|
Description |
| |
|
|
| 10.119 |
|
Form
of Securities Purchase Agreement, dated October 14, 2020, by and
between Clean Energy Technologies, Inc. and LGH Investments,
LLC. |
| |
|
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| 10.120 |
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Form
of $164,800 Convertible Promissory Note, dated October 14, 2020,
issued by Clean Energy Technologies, Inc. to LGH Investments,
LLC. |
| |
|
|
| 10.121 |
|
Form
of Common Stock Purchase Warrant, dated October 14, 2020, issued by
Clean Energy Technologies, Inc. to LGH Investments,
LLC. |
| |
|
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| 10.122 |
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Form
of Securities Purchase Agreement between PowerUp Lending Group Ltd.
and Clean Energy Technologies, Inc., dated September 9,
2020. |
| |
|
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| 10.123 |
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Form
of Convertible $63,000 Promissory Note between PowerUp Lending
Group Ltd. and Clean Energy Technologies, Inc., dated September 9,
2020. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as
amended, the Company has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Clean
Energy Technologies, Inc.
|
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/s/
Kambiz Mahdi |
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| By: |
Kambiz
Mahdi |
|
| |
Chief
Executive Officer |
|
| |
|
|
| Date: |
October
19, 2020 |
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